<DOCUMENT>
<TYPE>F-6/A
<SEQUENCE>1
<FILENAME>f6a.txt
<TEXT>
As filed with the Securities and Exchange Commission on July 11, 2007
Registration No. 333-
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM F-6/A
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
PERFECT WORLD CO., LTD.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street, New York, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
------------------------------------------------------------------
CT CORPORATION SYSTEM
111 Eighth Avenue
New York, New York 10011
(212) 664-1666
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Francis Fitzherbert-Brockholes, Esq. David T. Zhang, Esq.
White & Case LLP Z. Julie Gao, Esq.
5 Old Broad Street Latham & Watkins LLP
London EC2N 1DW 1st Floor, One Exchange Square
+44-20-7532-1000 8 Connaught Place, Central, Hong Kong
(852) 2522-7886
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time)
If a separate registration statement has been filed to
register the deposited shares, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE REGISTERED REGISTERED AGGREGATE PRICE PER UNIT(1) AGGREGATE OFFERING PRICE(2)
------------------------------- -------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
American Depositary Shares 100,000,000 American $ 0.05 $ 5,000,000
evidenced by American Depositary Shares
Depositary Receipts, each
American Depositary Share
representing the number of
Class B Ordinary Shares of
Perfect World Co. Ltd. Set
forth in the form of American
Depositary Receipt
</TABLE>
<TABLE>
<CAPTION>
TITLE OF EACH CLASS AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTRATION FEE(3)
------------------------------- --------------------
<S> <C>
American Depositary Shares $ 153.50
evidenced by American
Depositary Receipts, each
American Depositary Share
representing the number of
Class B Ordinary Shares of
Perfect World Co. Ltd. Set
forth in the form of American
Depositary Receipt
</TABLE>
(1) For the purpose of this table only the term "unit" is defined as 100
American Depositary Shares.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of receipts evidencing American Depositary Shares.
(3) Registration Fees paid in connection with the initial registration of
American Depositary Shares on Registration Statement No. 333-144296.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
================================================================================
<PAGE>
This Registration Statement may be executed in any number of counterparts, each
of which shall be deemed an original, and all of such counterparts together
shall constitute one and the same instrument.
<PAGE>
The prospectus consists of the proposed form of American Depositary Receipt
("Receipt" or "American Depositary Receipt") included as Exhibit A to form of
Deposit Agreement filed as Exhibit (a) to this Registration Statement which form
of American Depositary Receipt is incorporated herein by reference.
<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
<TABLE>
<CAPTION>
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
------------------------------------------------------------- ----------------------------------
<S> <C>
1. Name and address of depositary Introductory paragraph and below
signature line on page A-6
2. Title of American Depositary Receipts and identity Face of American Depositary
of deposited securities Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities represented Face of American Depositary
by one unit of American Depositary Receipts Receipt, upper right corner
(ii) The procedure for voting, if any, the Paragraph 12
deposited securities
(iii) The collection and distribution of dividends Paragraph 4, 5, 7, 10
(iv) The transmission of notices, reports and proxy Paragraph 3, 8 and 12
soliciting material
(v) The sale or exercise of rights Paragraph 4, 5, and 10
(vi) The deposit or sale of securities resulting Paragraph 4, 5, 10 and 13
from dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the Paragraph 16 and 17
deposit agreement
(viii) Rights of holders of Receipts to inspect the Paragraph 3
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit or Paragraph 1, 2, 4, and 5
withdraw the underlying securities
(x) Limitation upon the liability of the depositary Paragraph 14
3. Fees and Charges Paragraph 7
</TABLE>
<PAGE>
Item - 2. Available Information
Public Reports furnished by issuer Paragraph 8
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at Judiciary
Plaza, 100 F Street, N.E., Washington D.C. 20549, and at the principal executive
office of the Depositary.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
a. Form of Deposit Agreement among Perfect World Co. Ltd. (the
"Company"), Deutsche Bank Trust Company Americas as depositary (the
"Depositary"), and the Holders and Beneficial Owners of American
Depositary Shares evidenced by American Depositary Receipts issued
thereunder (the "Deposit Agreement"), including the form of American
Depositary Receipt. - Filed herewith as Exhibit (a).
b. Any other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereby or the
custody of the deposited securities represented. - Not Applicable.
c. Every material contract relating to the deposited securities between
the Depositary and the issuer of the deposited securities in effect at
any time within the last three years. - Not Applicable.
d. Opinion of White & Case LLP, counsel to the Depositary, as to the
legality of the securities being registered. - Filed herewith as
Exhibit (d).
e. Certification under Rule 466. - Not Applicable.
f. Powers of Attorney for certain officers and directors and the
authorized representative of the Company. Filed as Exhibit (f) to Form
F-6 (File No. 333-144296), dated July 2, 2007, and incorporated herein
by reference.
Item - 4. Undertakings
(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by
holders of the American Depositary Receipts, any reports and
communications received from the issuer of the deposited securities
which are both (1) received by the Depositary as the holder of the
deposited securities, and (2) made generally available to the holders
of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus,
the Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without
charge to anyone upon request. The Depositary undertakes to notify
each registered holder of an American Depositary Receipt 30 days
before any change in the fee schedule.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Deutsche Bank Trust Company Americas, on behalf of the legal entity created by
the Deposit Agreement, certifies that it has reasonable grounds to believe that
all the requirements for filing on Form F-6 are met and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in London, United Kingdom, on July 11, 2007.
Legal entity created by the form of
Deposit Agreement for the issuance of
American Depositary Shares
DEUTSCHE BANK TRUST COMPANY AMERICAS,
AS DEPOSITARY
By: /s/ Jeff Margolick
------------------------------------
Name: Jeff Margolick
Title: Director
By: /s/ Tom Murphy
------------------------------------
Name: Tom Murphy
Title: Vice President
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Perfect World Co., Ltd. certifies that it has reasonable grounds to believe that
all the requirements for filing on Form F-6 are met and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Beijing, People's Republic of China on July 11, 2007.
PERFECT WORLD CO., LTD.
By: /s/ Michael Yufeng Chi
------------------------------------
Name: Michael Yufeng Chi
Title: Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
---------------------------- ----------------------------- ----------------
/s/ Michael Yufeng Chi Chairman of the Board/
---------------------------- Chief Executive Officer
Name: Michael Yufeng Chi (Principal Executive Officer) July 11, 2007
/s/ Kelvin Wing Kee Lau Chief Financial Officer
---------------------------- (Principal Financial Officer) July 11, 2007
Name: Kelvin Wing Kee Lau
/s/ Ge Song Director July 11, 2007
----------------------------
Name: Ge Song
/s/ Daniel Dong Yang Director July 11, 2007
----------------------------
Name: Daniel Dong Yang
---------------------------- July 11, 2007
Name: Donald J. Puglisi Authorized U.S. Representative
Title: Managing Director,
Puglisi & Associates
* By: /s/ Michael Yufeng Chi
----------------------
Michael Yufeng Chi
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
-------- ---------------------------------------------------------------------
(a) Form of Deposit Agreement.
(d) Opinion of White & Case LLP, counsel to the Depositary, as to
legality of the securities to be registered.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. Filed as Exhibit (f) to
Form F-6 (File No. 333-144296), dated July 2, 2007, and incorporated
herein by reference.
</TEXT>
</DOCUMENT>